Catnip
by Lemony Yuri Snicket
Summary: Lisanna isn't sure whether she's straight or lesbian. A trip to the local LGBT night club and a chance meeting with the ridiculously sexy Millianna might just change that. Lisanna x Millianna yuri three-shot. Also contains lactation and futanari!
1. Breathless

**Pairings: **Millianna x Lisanna

**Warnings: **None as of yet.

**Disclaimer: **Requested by one of my fans, _Bosstsuna27_, this story is gonna be extremely BDSM and extremely sexy. It's a bit of a surprise that this pairings doesn't have more of a following - - after all, Millianna loves cats and Lisanna can turn into a _catgirl_. Duh! Kind of an obvious lesbian relationship there. All in all, I was more than happy to do this one-shot when I was asked to. Plot bunnies (er, kitties?) started jumping out of the dark recesses of my brain that no one should ever delve in to. lol

And anyway I still don't own Fairy Tail, so let's move on to the fanfic!

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Part 1: Breathless  


Lisanna's head swam as she goggled out at the dance floor, her eyes flitting over everyone and everything. Music pounded into her brain, driving in wet thoughts and ideas a girl her age shouldn't yet be thinking about. But the sixteen-year-old Take Over Mage didn't care. She'd came here to meet new people and have a good time, and maybe find out something about herself.

It was a gay/lesbian club she was currently a patron of. It had been a big gamble for Lisanna to come here. After all, what if Mirajane or Elfman somehow found out what she was doing? She would most certainly not be allowed to slip out of their sight again.

Wincing at the thought, Lisanna accepted another drink from the bar tender and downed it in one gulp.

"What's a little cutie like yourself doing here?" the pretty girl serving her asked with a sly grin. "You don't look like you're of age. You look... fresh. Succulent. _New._"

Something about the way the bar tender raised her burgundy eyebrow, emphasized her words, sent shivers down Lisanna's spine. It both creeped her out and... excited her.

That scared the youngest Strauss sibling - - getting excited from such a deliciously naughty insinuation. Thanking the girl politely, Lisanna blushed, placed her empty glass on the counter lightly, and hurried off into the dance floor. There, shielded by undulating bodies, blinding lights, much groaning and salacious music, she paused and caught her breath.

One question flashed through her mind.

What was wrong with her?

Hadn't the entire point of Lisanna's coming here to be the discovery of her true sexuality? Ever since getting dropped in Edolas, her feelings for Natsu and new crushes on several of the personality-reversed Fairy Tail girls had clashed time after time, leaving her confused and helpless. And then, during the last six months of her otherwordly visitation, that Lucy Ashley women had left her particularly clueless. Was she straight or lesbian?

She'd come here tonight to discover the elusive answer to that question.

It would be hard to do that if she ran away every time a pretty girl hinted at... sexy times.

Lost in her thoughts, Lisanna hadn't noticed the delicate hands running along her back, trailing up and down the curves of her sides. But she did notice when confident, dainty fingers brushed teasingly at her chest. Lisanna gave a little gasp of surprise and wheeled around, her short pigtails shaking.

Standing behind her with a knowing smirk was a somewhat familiar face. Heart-shaped and rather catlike in appearance, with messy hazel hair and cat ears, was a scantily clad young lady who looked little older than Lisanna herself. Perhaps she was seventeen, maybe eighteen. Lisanna wasn't sure, but the other girl was definitely very sexy. She found herself staring at her molester's ridiculously huge chest, covered only by a thin bra made of black lace.

The woman grinned knowingly. "Hey, cutie," she whispered, leaning down to breathe hotly against Lisanna's ear. She pulled the young girl in for a warm hug. "You're Mirajane's sister, aren't you? I saw you at the Grand Magic Games."

Grand Magic Games...?

Instantly Lisanna made the connection. Catlike ears, red whisker tattoos on her face, an outfit that left little to the imagination, and even a cute tail flicking out of the girl's long cape - - there wasn't anyone else Lisanna knew like her.

"You're... Millianna, aren't you?" she gasped. "But... I thought you were from Mermaid Heel. What are you doing here so far away...?"

Millianna shrugged. "I was bored and decided to take on a job that brought me close to Magnolia. When I saw this club and smelled cats inside, I couldn't resist. I followed my nose, and well, here I am." She giggled and Lisanna found herself desperately wanting that sexy little mouth against her own.

Cats?

How come a smell of cats had led Millianna to her?

"I don't really understand - -" Lisanna tried to say, but suddenly the sultry brunette leaned down and locked her in a very hot kiss indeed. The Take Over Mage opened her mouth to gasp. This, of course, only allowed Millianna to slip her tongue inside, wiggling and swirling around Lisanna's own.

A minute passed as slowly as an eternity. When they finally pulled apart, Lisanna was left breathless. Her face flushed as she gazed up in the older girl, a little shocked but more turned on than she'd ever been before.

"My inn's not too far from here," offered Millianna with a feline grin. "Wanna bunk at my place?"

"What... but we just met..."

The brunette hummed, her lips moving down to suck at Lisanna's neck. The white-haired girl gasped at the sensation. There'd definitely be a mark there next morning, but somehow she didn't mind one bit.

"And oh, the fun we could have," the little minx whispered in her ear.

She almost ran away again, but froze.

_Well... the entire point of this was to experiment..._

Lisanna nodded, allowing herself to shiver pleasurably and be pulled away from the dance floor.

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**And the first chapter's done. The next is obviously going to contain the sex, so be patient! It'll come. In the mean time, why don't you follow or even favorite this? I'd really appreciate it. Neither are necessary to keep me writing though. I appreciate reviews, however, even more than I appreciate follows and favorites, as they let me know you guys' exact thoughts.  
**

**Side note: I usually take requests, but I've gotten a lot recently, so I'll have to ask you to hold your pairing until I finish those. I will do my best to complete them all as quickly as possible, so just hang tight!**

**Happy reading!**

**-Lemony Yuri Snicket**


	2. Motionless

**Pairings: **Millianna x Lisanna

**Warnings: **Yuri, catgirl, lactation, fingering.

**Disclaimer: **As promised, here is the second part to my new by-request fanfic_, Catnip_! I seem to be getting a pretty solid twenty favorites on the first chapters of most stories I write, and this one was no exception. Thank you all so much! It's a pretty great feeling, knowing so many different people love my work. I'll try to hurry up and finish my other requests so I can open up the suggestion pool again, but I can't make any promises as to when that will be. And now, without further ado, let's begin!

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Part 2: Motionless

The entire walk back to Millianna's inn, the sexy brunette couldn't keep her hands off Lisanna. The young Take Over Mage would often find her new lover's hands roaming teasingly across her firm ass, or stroking her hair like she was petting a cat. It both embarrassed Lisanna and excited her. After a few minutes of her butt being repeatedly groped, the white-haired cutie realized she was squirming in anticipation.

Luckily, Millianna was true to her word - - her inn really wasn't that far from the LGBT club. Maybe three, four blocks at most.

"I'm gonna make you scream, kitty," Millianna hissed hotly in the girl's ear.

She blushed, her voice as soft as her chest. "O-Okay."

Lisanna shivered as the older lesbian leaned over and kissed her neck. Like before, Millianna sucked hard before releasing the smooth skin and chuckling huskily. A red mark was left where her lips had been. The white-haired Take Over Mage sucked in a breath. Her core tingled a little; this woman certainly knew what she was doing.

After what seemed like hours but was really only about ten minutes, the couple came to a stop in front of a small building. It was only a couple stories tall and made of red mottled brick. Over its oaken doors was a sign: _Screamer's Bed and Breakfast_. Even the inn's name seemed to be a warning of kinky times to come.

"Cat got your tongue?" asked Millianna with a smirk. She'd looked back and noticed Lisanna's hesitation.

Lisanna huffed, her face flushing. "What's with the cat jokes?" she muttered, but shook her head and stepped forward.

Her new lover's (faux?) tail flicked. "Good."

The door groaned open as they entered the inn. They stepped off the street and into a dimly lit, mostly empty room with wooden tables and chairs at one side. On the other was a counter, and behind it, a pretty young lady with pink hair in a princess bun snored lightly.

"Oi, Mrs. Screamer," Millianna said, ringing a little bell that sat on the counter. "My room'll have another girl in it tonight."

The lady didn't wake up. Millianna frowned and rang the bell harder.

"Oi! Mrs. Screamer! WAKE UP!"

With a loud _snork_, the pinkette jerked awake and nearly toppled backward. She gave a shout of surprise and righted herself. The woman rubbed her eyes and blinked tiredly, and Lisanna stared. The woman's eyes were beautiful - - deep and violet, the kind that pulled you in like black holes... but not unpleasantly so. She was probably about forty, but her skin was still smooth and young, her breasts huge and still gravity-defying. Even exhausted as she clearly was, Mrs. Screamer definitely qualified as an MILF.

"Ah, Millianna-chan!" mumbled Mrs. Screamer groggily. She yawned, then blinked some more at Lisanna. "Eh? Who's this pretty young sapling?"

The white-haired mage laughed awkwardly and gave a short wave.

Millianna laughed, squeezing Lisanna in a tight hug and making both their tits jiggle. "This is my new roomie for the night, Lisanna-chan! Isn't she just adorable?"

"H-Hi," Lisanna said, looking anywhere but at Mrs. Screamer's beautiful eyes.

The woman smiled and breathed in deeply. "Simply... the cute... est... ZZZ."

The MILF slumped down, her head rolling lightly on her shoulders in slumber. Millianna gazed at her a second, then shrugged.

"I was gonna pay for a second person in my room, but whatever," she said. Then the sexy brunette turned to Lisanna, her eyes flashing with excitement. "Come on, follow me!"

"But..." the younger girl began, "isn't that illegal or someth - - MMF!"

Millianna had cut off her sentence with an extremely hot kiss, exchanging saliva with her little lover. Lisanna gasped into the kiss, taken by surprise. But it only took a second for her to regain her composure and return the favor with gusto. By now she was fairly used to the sudden kisses, and was getting the hang of returning them. The cute Take Over Mage even managed to control the kiss, slipping her tongue inside Millianna's mouth this time. As they stumbled up a flight of stairs, heading no doubt for the Binding Magic user's room, their tongues flicked against each other and battled for dominance.

Millianna came up for air a few feet before the door to her room. "Not too bad," she chuckled with a smirk. "I'll turn you into a meowing minx yet."

"Geez, stop teasing me!" whined Lisanna, squirming. "It's... e-embarrassing."

The brunette stared at her for a good minute. Lisanna's face flushed even worse under the girl's enamored gaze. Millianna seemed to be completely in love with her lover's reddening cheeks and darting eyes.

"You..." the cat-lover began, "...are just TOO FREAKIN' ADORABLE!"

Before Lisanna could react, her new possible girlfriend wrapped her in a gigantic hug. Of course, Millianna didn't turn down the chance to grope her firm ass either. Lisanna gave a small gasp as her face was buried in the other girl's rather large cleavage. Then the brunette led her young lesbian friend into her bedroom, closing the door with her foot.

"Ah!" she sighed, holding Lisanna's head in her arms. "We're finally alone."

"I - - CAN'T - - BREATHE!" gasped Lisanna, voice muffled by Millianna's bust.

"Oh, sorry. I suppose my chest is just too big."

Giggling, the older girl let her younger girlfriend out of her cleavage. The silver haired mage's face was the reddest it had been all night... and that was saying something.

Lisanna was finally able to get a good look at her new lover's room. Millianna obviously liked her things neat and tidy, because even though she was staying at an inn, her belongings weren't all over the place. Of course, that may have been a maid's doing. Still, though, the cat-oriented girl seemed like the orderly type. Lisanna didn't see any spots or stains on the white carpet. The few books Millianna did have out were stacked perfectly on the bedside desk. A pad of paper had been placed in the middle of said desk, a blue pen sitting parallel next to it.

"Wow!" she said with a smile. "Your room's really pretty, Millianna."

The brunette grinned. "Thanks. Kagura-chan likes us to be as neat as possible. Before I joined Mermaid Heel, my bedroom at..." She trailed off, frowning. "My bedroom was always really messy. Kagura-chan fixed that quickly!"

"Kagura-chan... one of the S-class mages at your guild, right?"

"Mm-hm! Alright, enough talking! Let's get to the good part, shall we?"

That prospect made Lisanna somewhat nervous, but she nodded. After all, she couldn't truly discover whether she was lesbian or not until she slept with another girl, right? She tucked a lock of snowy hair behind her head and slowly sat on the bed.

"Righty, then, let's start by getting those cute clothes off of your sexy little body," hissed Millianna. Lisanna gave an sharp, small smile and giggle. Then, anxiously, she pulled her shirt over her head and her pants off her slender legs. She was left in only a black lace bra and panties.

Millianna stared in awe. "Black lace? Damn, kitty, my nose is threatening to bleed like a fountain."

"T-Thanks," Lisanna said, only slightly more confident because of the remark. "I was hoping... to find someone."

"Well, you've got me good," her lover said firmly. "Alright, let's see what's hiding under that sexy bra! Your titties look really large just from your cleavage!"

"Not as large as yours..." murmured the girl. The size of Millianna's bust was very clear through the mage's scanty bra, not hidden behind any kind of top. Lisanna had no idea how her lover could wear such revealing clothes all the time. _She_ would have a hard enough time wearing that around her brother and sister.

"I'm just older than you," Millianna replied as Lisanna reached behind her back. "I'm sure we'll be similar sizes within a few years!"

The silver-haired young lady unclipped her lace bra, tossing it askew with her other garments. Millianna hissed in appreciation. Lisanna's breasts, fairly sizable despite having not yet fully matured, bounced as the bra came off like they were overjoyed to be free of it. Her dark nipples contrasted beautifully with her fair skin. As they touched the cool air, they hardened ever so slightly.

"Shit," whistled Millianna, and indeed a small spurt of blood escaped her nose.

Embarrassed, Lisanna covered her breasts with one hand. "W-What do you think?"

"What I think is you're damn sexy! You sure you're still a virgin? I can't see how anybody's been willing to pass you up. Just look at the size of these kitties!"

As she spoke, Millianna leaned forward. Her dainty fingers descended upon Lisanna's love mounds. They brushed against soft flesh, groping and fondling as if she were kneading bread. Shots of some wonderful, previously unknown feeling coursed through Lisanna's body, spreading from any part of her breasts Millianna touched. Her partner eased her arm down to gain more groping ground.

"Ho!" gasped Lisanna, her heart racing.

"Felt good, did it?" Millianna guessed correctly. She smirked. "These things must be really sensitive. You've never had anyone play with them before, huh?"

The young Take Over mage bit back another moan and shook her head.

The brunette nipped at Lisanna's ear, drawing another lovely gasp from her lips. Her hands continued their ministrations all the while. Millianna leaned down to capture Lisanna's mouth in another heated kiss. While they exchanged saliva with zest, she shifted onto the bed, which was only slightly less soft than Lisanna's chest. She pressed her own breasts into her lover's body and they slowly laid back.

"It's - - not fair - - that I'm the only one - - naked," Lisanna managed once they were fully laying down.

Millianna rolled the girl's tits in her hands, burying her face in the other's bust and sighing gladly. "Is there something you want to see?" she asked knowingly.

Lisanna hesitated. "Um... could you... s-show me your b-breasts, too?"

"That's the spirit, kitty."

Giggling, Millianna licked at the other's firm nipple. Lisanna hissed at the wonderful sensation of a fellow female's warm tongue against her already heated skin. Then Millianna straddled her and sat up straight. Lisanna stared up, her eyes burning holes through the brunette's dark bra.

The beautiful mage reached behind her and fumbled for the clasp of her bikini top. After unclipping it, she tossed the garment over her shoulder, not caring where it landed. Two very large breasts, almost like melons, spilled out happily. Lisanna couldn't help but gasp. They were simply enormous, even bigger than they seemed when (somewhat) clothed. Millianna winked at her and leaned back, letting them jiggle hypnotically. Lisanna's eyes followed their each and every bounce.

"For a virgin kitty, you sure look like you're in heat," giggled Millianna.

Next, she fingered at the hooded cape around her neck, untying it and letting it fall to the bedsheets. All that remained on her now were her tight black shorts and belt. These were quick to come off, strewn as carelessly as the rest of Millianna's clothes.

"And I thought you were neat," Lisanna mumbled, unable to draw her eyes from the incredibly sexy body in front of her.

Millianna pushed her bust up cutely with an arm underneath her mounds. "I am. But we're gonna have so much fun that I don't really care about cleanliness right now! I'd rather dive right in - - wouldn't you?"

Lisanna found herself nodding hurriedly. Seeing Millianna nude seemed to have awakened some carnal desire within her. The woman straddling her was ridiculously cute and sexy at the same time. Something about the way her lip curved, how her long hair stuck out at all sides crazily, how impossibly huge her breasts and ass were turned Lisanna on like a switch. Need burned within her.

"Yeah..." she said heavily.

"Mrow! Great! Well then... you still have on your panties, kitty. Wanna take them off, or should I do it for you?"

"I-I'll do it."

Blushing, Lisanna tried to take off said article of clothing, but with Millianna sitting right on her crotch, the action was near impossible.

"You're sitting on me," she pointed out, managing to glance up and meet Millianna's triumphant eyes.

The girl giggled again, her laugh ringing like bells. "Yeah, so?"

"I... can't get my panties off because of it."

"In a bit of a bind, eh?" Millianna's grin widened. "Need my assistance? Just ask and I'll gladly do it!"

Lisanna swallowed. She was unsure just what she was afraid of, but she couldn't answer for a moment. Finally, she gulped and said, "Please... take off my panties for me."

"That's a good girl..."

The already naked brunette lifted herself up off of Lisanna ever so slightly, just enough to make room. Then she reached down with both hands, which seemed unnecessary. But regardless, Millianna slipped off her young lover's lacy panties as gradually as possible, giggling and letting her fingers trace fleetingly along Lisanna's thighs. The girl sucked in a sensational hiss. Her nipples became even more pert than they already were.

"G-Geez!" she whined. "If you're gonna take my panties off, just do it and stop teasing me!"

Millianna appeared to be enraptured with her again. She did not move for a while, but then squealed and removed Lisanna's panties entirely. "Holy smokes!" she said, smiling widely and diving into Lisanna's barren chest. "You're just so cute! I can't help but want to cuddle you all night!"

"H-Hey, don't use my breasts as pillows!"

"Sorry." Millianna reluctantly lifted her head out of them. "They're really soft! Well, I guess now that we're both finally naked..." And without further warning, the brunette promptly pulled Lisanna's left tit into her hot mouth.

"Hn!"

Lisanna's back arched as pleasure shot through her nervous system. Her eyes were big like pizza pies, and she grasped tightly at the bedsheets. She'd never imagined her tits could feel this good before. It was such a sudden, unexpected feeling that Lisanna let out a sound almost like a cat's meow.

Millianna paused and stared at her girlfriend, awed.

"U-Um, did I do something wrong?" Lisanna asked nervously.

Her lover shook her head. "Uh... no. But you sounded like a real kitty there for a second! It was really sexy!" The girl frowned and... sniffed? "Hey. Remember how I said at the club that you smelled like a kitty?"

Lisanna nodded.

"Well... what's your magic?"

"Take Over Magic. Why?"

"You... don't have anything that can turn you into something like a cat, do you?" Millianna wondered.

Lisanna blinked. "I _do_ have my Cat Take Over," she said. "I become a catgirl when I use it. Wait. You want me to change into that while we have sex?"

Millianna gave her the most adorable puppy-dog eyes she could manage, which was pretty damn adorable. "Please? I love kitties so much! I've always dreamed of having sex with a real catgirl!"

It seemed a bit kinky, but...

"Alright," Lisanna decided, smiling softly. "If it's for you, then I suppose."

"Yay!" Millianna laughed and bounced up and down on Lisanna's lap, her breasts swaying sexily in the process. Lisanna caught herself staring at them again and shook her head to concentrate.

"**Cat Take Over!**" she said, and there was a flash of bright light.

When it cleared, Lisanna was not a normal girl anymore. She was still naked, but now she had two furry cat ears and a tail that protruded from an area just above the center of her butt. Her forearms and hands had grown a thin, soft layer of silky black fur, and her nails now had retractable claws. The spell had even made her tits (or "kitties," according to Millianna) push out a little. They were now just above a DD cup - - going from the average bust size in Fiore, completely normal... if not still a little small.

Millianna was ecstatic. "Wow! You actually turned into a catgirl!"

"Do you like it, nya?" asked Lisanna, looking away.

"Mrow! You actually do the 'nya' thing too! That's so... that's so sexy!"

Enraptured, the brunette knelt over Lisanna again. She returned to worshipping the girl's breasts. In no time Lisanna was reeling from the feeling. A warm, wet mouth on her chest just felt too good, too amazing! She howled and hissed like a cat and unconsciously tried to give Millianna more breast to lap at.

"Your poor tits really are sensitive, aren't they?" cooed the cat-obsessed mage fondly. "That's so cute! Everything about you is cute."

"That's... not true... I'm not that cute... nya..." Lisanna stammered.

"Oh, really? Well, just look down here." Millianna's hand crawled down to her girlfriend's crotch, and Lisanna drew in a sharp breath. The girl's finger brushed against her sore clit, sending electric shocks of pleasure throughout her very being. Her tail bristled with pleasure and her ears twitched. Millianna giggled at the reaction, then said, "You're already soaked. If that's not cute, I don't know what is!"

"Your - - your fingers!" gasped Lisanna, voice shrouded in lust. Millianna stroking and tapping at her clit made her core tingle with lewd desire. The top of her legs felt wet with some sticky liquid. Her cool love juices against her own skin got her shivering with need.

"My fingers, hm? What about them?"

Just to be a teasing bitch, Millianna twisted one of said appendages deep into Lisanna's pink folds. Then she laughed and pulled back out. Lisanna whined with need.

"Please... do that again. Do it more!"

To the Strauss sister's great pleasure, Millianna responded swiftly. The wanna-be catgirl jumped at the chance to finger a willing catgirl, and readily stroked her lover's pussy. She brushed Lisanna's lower lips with all the wonderful grace of a seasoned lesbian. The sexy neko mewled and rolled her hips forward to grant Millianna entrance. She was completely at the mercy of the older woman, pleasure attacking her mind from all sides.

"Ah - - SO GOOD!" Lisanna howled. "Hn! Please... Give me MORE! I'm close~"

"Hush, kitty-chan." Millianna hummed while she played with the girl's cunt. "You'll wake the neighbors. We wouldn't want that, now... would we?"

"Hah... hah... Noooo... But... I need you~!"

"I suppose I can fit another in there."

Chuckling cheekily, the Binding Mage slipped another finger deep within Lisanna. She now had an amazing three fingers thrusting into her. It felt out of this world, like she was drowning in ocean of pleasure. The silvery-haired young woman's skin was slick with sweat, ever inch of her body screaming in lust.

"Hm, I wonder how you'd react if I did... this?" Millianna cooed.

Lisanna barely had time to wonder what _this_ was before she felt a feminine hand lightly grab her tail.

If her tits being groped had felt great, this was simply superb. Her tail howled in pleasure as Millianna's hand stroked it. Lisanna's mind went fuzzy. She was instantly more turned on than she'd ever been before. Her drenched pussy squirted out a short blast of cum.

"Wow!" gasped Millianna. "You came just from that?"

Lisanna panted heavily. "Tail... sensitive... sex... n-nya..."

"Ya can't even talk straight. Holy shit, kitty. Did it really feel that good?"

The other girl babbled something unintelligible. Millianna raised an eyebrow and caressed Lisanna's tail again, causing another hiss to escape her lips. More cum splashed out onto the bedsheets.

Millianna stared in awe. Her own cunt ached a little at the idea of such a sensation. "Damn! I want a tail!"

"So... good~!" Lisanna moaned, her face screwed up in pleasure.

"Glad to be of service," her girlfriend said with a snort.

Millianna's eyebrow still raised, she returned to her fingering and stroking. Lisanna's actions descended to simply mewling and staining the bedsheets. In the space of just five minutes, the younger of the two had already squirted at least twenty times. Her mind was flooded with the most wonderful of sensations.

_Amazing..._ Lisanna managed to note through a jumble of lust-hazed thoughts. _I never realized having a tail could feel this great! Lesbian sex... is really, really awesome._

"C-CUMMING!" called Lisanna, but suddenly Millianna clenched down hard on her tail. Pleasure transformed abruptly into sharp pain. All three fingers were removed from her throbbing pussy. Her orgasm died before it had even began.

"Now, now, that's not fair," Millianna crowed. "Cumming already? Ya haven't even touched me yet, kitty. You don't get to cum until I say you do. Got it?"

What had brought about this sudden change in attitude? Her mind still foggy, Lisanna couldn't make any connections. Despite the tone of command in her lover's voice, however, she found that Millianna was somehow even sexier than before like this. She felt herself willfully submitting almost immediately.

"Yes, ma'am, nya!" she hissed, needing hands against her body.

"What a cute little minx you are. Alright, then. You've been a very good girl up to this point. If you want me so badly, why don't you show me?"

"I'll... do anything, ma'am."

Millianna grinned. "Suck my titties!"

"Breasts..." gasped Lisanna like a woman hypnotized. "I'll suck your breasts."

Blushing madly, Lisanna brought her head off the bed to attend to her lover's breasts. The left tit fell into her mouth first, soft and warm like a cushion. The silver-haired Take Over Mage lapped at the nipple with her tongue, closing her lips around it and suckling gently. Her tongue had become that of a cat - - rough and flexible. It lapped at its swollen target like a kitten drinking milk. Millianna let loose a tiny grunt of appreciation.

"Your kitty tongue feels great against my chest," murmured Millianna. "You're doing great, Lisanna-chan."

Lisanna said nothing but kept going to town on Millianna's sizable breasts. She sucked greedily, and after a minute switched nipples. She now accepted her lover's right breast into her mouth. The feel of warm tit flesh in her mouth felt so right Lisanna briefly wondered why she'd never realized which way she swung before.

"Hah... my pussy... it's aching so badly..." she breathed out after working on Millianna's other breast. "But your breasts feel so perfect in my mouth..."

"That's so cute!" Millianna giggled for perhaps the fiftieth time that night. "I really love how cute you - - HAH!"

The brunette was taken completely by surprise when Lisanna went back to her chest... Only this time the younger girl now worshipped both in her mouth. At the same time, Lisanna reached up with shivering hands to fondle her lover's chest. The dual attack worked wonders on Millianna. The insides of her big puppies felt like they were on fire, and something ached to be released from them. It almost felt like a small orgasm was building up... in her chest.

"S-Slow down, kitty," gasped Millianna. "I'm... gonna..."

But her words fell on deaf ears. Captivated by her girlfriend's reaction, the submissive catgirl sucked and lapped only harder. Millianna hissed, and this time it was she who arched her back to give more room. A second later, she gasped. The pleasure in her breasts became simply too much to bear.

"S-something's coming!" she howled.

Sure enough, some warm liquid that tasted remarkably like fresh milk poured into Lisanna's mouth. Surprised, the catgirl let her lover's breasts fall out of her mouth and bounce back into place. The two could now see what the deal was. Millianna was indeed lactating, milk squirting out of her nipples like a sexy, delicious fountain.

"I'm... lactating..." Millianna said slowly, her eyes widening.

"Milk... Millianna's breast milk," Lisanna murmured. Entranced, she mushed her girlfriend's tits together, her hands sinking into the soft flesh, and wrapped her lips around the milk-covered areolae. Millianna bit her lip and stared down at her, panting. Lisanna mewled catlike and siphoned out all the milk possible into her mouth.

"Does the kitty like the taste of my milk?" cooed Millianna. Although still shocked herself, the lactating mage smiled at how Lisanna eagerly drank all the breast milk she could. She reached up and scratched between the catgirl's furry ears. A welcoming purr rose from the bottom of Lisanna's throat.

She didn't answer for several minutes - - not until Millianna's breasts had released all their milk.

"Tastes awesome," Lisanna said in reply. A thin veil of white coated her lower lip.

Millianna chuckled. "I'm glad you like it. And if you like my _breast_ milk... well, then I can get some other, sexier milk ready for you here soon."

"Other milk, nya?" Lisanna's white furry ears twitched in interest, although she was obviously confused.

"Yep! Heehee! You just sit tight, kitty. In fact..." The dominatrix's eyes flashed. "**Nekōsoku Tube: Bondage Version!**"

"Eh? Bondage Version?" The white-haired girl said, tilting her head. A second later, though, she yelped as three rope-like orange tubes shot out from nowhere. Two of them wrapped around both ankles, pulling her legs apart as the other ends tied themselves around the bedposts. Lisanna's shapely ass was even lifted off the bed somewhat. The last remaining rope bound her wrists together in an impossible-to-escape knot.

Millianna giggled. "There! Now you can't go anywhere!"

"EH!?" Lisanna gulped, her eyes widening. "I'm all tied up! What... wait a minute, I thought I heard something about your ropes restricting magic, nya? But I'm still a catgirl, nya!"

The brunette stood up on the bed and stepped over Lisanna's outstretched legs. Then she hopped off and began to make her way to the cabinet on the far right.

"Yes, they do normally," Millianna agreed as she slid open a drawer and rummaged through it.

"Normally?"

"Mm-hmm. This isn't quite normal, though. I can't help but fall in love with your kitty form! i don't want to see it disappear tonight! Ah, here's the tool I wanted."

Millianna giggled and pulled something from out of the drawer. Then she dashed back to the bed, reestablishing her position between Lisanna's legs. In her hand was something the younger mage only recognized from a secret stash of sex toys Edo-Lucy had secretly owned... a long, thick dildo that was even colored like the real thing.

Her eyes widened. "You're not gonna... fuck me with that, nya?" Her pussy tingled.

"Yep! You got it!" Millianna confirmed with a bounce of her breasts. "This thing's gonna pound into you all night~! But there's something unique about it. Tah-dah!"

Millianna put her slender legs through the dildo's straps, pulling it up to cover her wet cunt. She chanted something strange under her breath. There was a sudden flash of light, and after Lisanna blinked spots away from her eyes, what she saw shocked her.

The dildo had become a real, impossibly hard, erect dick throbbing above Millianna's folds.

"What... the... nya?"

The well-endowed (in both breast and cock) futanari before her winked. "I told ya I had more milk ready for ya!"

Lisanna could only stare.

* * *

**Alright, another chapter done! I've decided that instead of a two-shot, this is going to be a three-shot. The real kinky stuff is coming next chapter. Unfortunately, this part wasn't quite as BDSM as I may have hinted at, but you can be sure that will come next time.  
**

**I hope you all enjoyed this update! If you did, feel free to follow and favorite this. There's more of the story on the way, and you'll definitely want to stay tuned for it, 'cause it's gonna be steamy! Neither following nor favoriting is necessary for me to continue writing, however. What I would really like is some more reviews. The reviews I have got are awesome, but I wouldn't mind more. What do you think about this smallish lemon? I appreciate anything you guys have to say, as long as it's not a flame.**

**Happy reading!**

**-Lemony Yuri Snicket**


	3. Mindless

**Pairings: **Still Lisanna x Millianna. Nothing's changed here, except now we have a futa!Millianna.

**Warnings: **Futanari, yuri, bondage, dom/sub, oral, anal, catgirl, tentacles... sort of?

**Disclaimer: **Everyone's been super excited for the return of our two sexy cat lovers' steamy night, so I'm more than happy to present to you chapter 3 of _Catnip_! The really kinky stuff is gonna be appearing in this installment. I would've had this all in chapter 2, but the plot devices and descriptions kind of got in the way. I hope you all enjoy the final lemon as much as you've enjoyed the rest of the story so far! In other news... DEAR LORD, THE SUN VILLAGE ARC'S STARTED IN THE ANIME! I can't wait for the Tartaros Arc! Alright, let's start this chapter at last.

* * *

Part 3: Mindless  


Lisanna stared at the cock-wearing girl before her with some trepidation. "A c-cock, nya?" she gasped. "How did the dildo turn into a... real cock!?"

"It's a magic one," Millianna said passively. "This brand is made by a special manufacturer whose factory is on the other side of Fiore. They put a special spell on each of their dildos, enabling them to become fully functional dicks. These babies can even shoot cum! You have to activate another spell to allow them to impregnate someone, though."

"No way," Lisanna said. Her eyes were wide, and she struggled against Millianna's ropes. Even so, her pussy told the real story. Bondage and futanari sex obviously didn't bother her at all, because she was drenched.

Millianna giggled. "Yes way! But before we get started on the good stuff... Itadakimasu!"

Before Lisanna had time to ask what meal Millianna was thanking the Lord for, the cat-loving brunette knelt and dived forward, burying her face in between her younger girlfriend's legs. The next thing Lisanna knew, her lover was eating out her pussy. She moaned huskily and threw her head back as pleasure racked her body.

The brunette's tongue was amazing. She licked along the folds of Lisanna's cunt and delved deep within her pink hole, tasting the girl's musky wetness. It was simply one of the best feelings in the world! Lisanna's body shivered as Millianna continued to work her magic. It was all the Take Over Mage could do to stop from moaning like a cat in heat. Her tail bristled, her eyes widened, her skin was slick with sweat, and her pussy dripped even more.

Lisanna withstood two minutes of Millianna's tongue in her most private parts. Then she couldn't handle it any longer.

"C-Cumming, nya!" the catgirl hissed.

Millianna came up for air and rolled Lisanna's clit gently with her fingers while as the neko beauty's pussy squirted. The orgasm lasted as many minutes as it took to come to pass. When it had ebbed, Lisanna's eyesight was blurry and her tongue lolled out of her mouth.

"Looks like that felt awesome," the Binding Magic user noted, giggling. "I've said it before, but you're just too damn cute!"

Lisanna's chest heaved, making her breasts jiggle sexily. "Hah... hah... You're the d-devil... nya..."

Millianna's girl-cock was rock hard, practically screaming for release. Bringing Lisanna up to another orgasm had really gotten her hot and bothered. She needed to stick it in something _now_, and her younger lover's mouth looked quite welcoming at the moment. Lisanna was panting, so it was as wide open as if she was demanding to be deep-throated.

"Hey, kitty, I hope you like the taste of my cock, 'cause I'm comin' in!" Millianna said.

Lisanna's eyes widened. "H-Huh? Wait... I - - MMF!"

Before she had time to say any more, her mouth was stuffed full of thick girl-cock. Millianna had crawled over her body and taken the opportunity to stick her extra appendage in while the catgirl struggled to pull a sentence together. The feeling of dick in her mouth brought Lisanna back to a state of awareness. It was so large she didn't have much breathing room, but somehow it didn't exactly feel uncomfortable. She just hadn't been prepared for it. Surprisingly, the taste wasn't all that bad either - - if anything, it actually kind of turned her on. And what with (1) her face being so close to Millianna's dick and pussy; and (2) her heightened senses from her Cat Take Over, Lisanna could quite literally smell the futanari's need.

"How is it?" Millianna cooed, arching her back. The white-haired younger wizard's face was pink as she began quickly bobbing her head up and down the cat-lover's shaft. "Ya like sucking me off, kitty? 'Cause it feels like _heaven_ to me."

"Mmmf!" managed Lisanna around her girlfriend's dick.

"It's that good? Wow, you must really like this big ol' thing of mine. So damn cute! You're definitely a keeper~!"

Not having much of a choice, Lisanna continued to suck Millianna off. She swirled her tongue around the head of her girlfriend's cock, drawing a delicious moan from her. She pushed up harder with each bob of her head, accepting more and more dick into her mouth until she reached the base. By then she could feel it part way down her throat, warm and throbbing with pleasure. Lisanna's heart raced at the feeling. Her pussy tingled and she started to reach down, but her arm was jerked back by the ropes Millianna had summoned earlier.

"Ah, ah, bad kitty!" Millianna reprimanded without much heat. "No touching yourself! After all, that's the entire point of bondage - - I give you all you need!" The girl chuckled. "Mm, after I fill up your stomach with my spunk, I'll punish you _extra_ hard for being so naughty."

Despite the threat, Lisanna's cunt somehow got even hotter while Millianna spoke.

A moment later, Millianna hissed happily and her cock fired streams of sticky white girl-cum right down Lisanna's throat. It tasted a little salty, which the littlest Strauss had somewhat expected. What Lisanna hadn't expected was for the dick milk to taste like... well, actual milk. She'd never heard of _that_ before. And somehow it mixed really well with its salty flavor, serving only to turn Lisanna on even more than she already was.

"AAAAAHHH! SO _GOOOD_!" moaned the brunette, arching her back. "Ah, _fuck_! Feels awesome!" And the whole time she continued jizzing into perpetuity.

By the time Millianna was done cumming, Lisanna's belly had inflated a little.

Millianna pulled out, grunting satisfactorily. "_That_ was amazing, my adorable little kitty," she declared. "Are you _sure_ you haven't let anyone take advantage of you before me?"

"P-Positive," choked Lisanna. Her head was spinning from the sheer amount of cum that had been emptied in her.

Her girlfriend raised an eyebrow. "No kidding? Damn, girl! You're _cool_. Mind if I take your cute little ass next?"

"No - - wait, what?"

Chuckling, Millianna clapped her hands. The bondage ropes detached from the bedposts. With a short yell of surprise from Lisanna, they rearranged themselves and flipped their captor over so her ass stuck up in the air and she was looking at the bedsheets.

"Be... gentle..." Lisanna said softly. Her breasts smushed against the bed.

"Hmm... can't make any promises," Millianna replied as smug as a cat who'd caught a mouse. She stroked her own cock with her hand firmly, willing it back up to full mast. Then she stepped backward until she was again between Lisanna's legs. Finally, she aimed her dick head at the girl's rather large ass and thrust her hips forward.

"Hoh!" gasped Lisanna as she entered abruptly. "So thick!"

"Your ass is as tight as my dick is thick," hissed Millianna. "Okay, you're definitely a virgin."

In spite of herself, Lisanna sweatdropped. "You can tell just from that...?"

"Well, here I go!"

Millianna rolled her hips forward and back, going slowly at first to break in Lisanna's ass, but picking up the pace with each thrust. Lisanna's whole body rocked with each gyration. Her breasts brushed against the bed. Shivers of pleasure ran across her from both her butt and her chest as a result, like a pussy-wetting double attack. The sensations overwhelmed poor Lisanna, immediately sending her head spinning again. Millianna was saying something - - probably deliciously naughty - - but Lisanna was too lost in the pleasure to make out what it was.

"Hah... slower... hah... can't think..." she gasped.

"Oh, I'm just getting started," said Millianna, but by the sound of her struggling voice, it was clear that she wasn't too far from orgasm herself. "Alright then... **Nekōsoku Tube: Pleasure Style**!"

More ropes sprouted from the already existing ones. One of them twisted to run along the folds of Lisanna's pussy before pausing, then entering suddenly.

"Agh!" Lisanna gasped, stiffening. "My... hymen..."

"It broke?" Millianna said.

"Y-Yeah..."

Sure enough, a thin line of blood seeped out of the white-haired girl's lower lips.

"Man, now I kinda wish I took your pussy instead of your ass," Millianna muttered. "If you're really a virgin, then _damn_ would your pussy be tight as _fuck_!"

Another rope then snaked around Lisanna's body, up through her cleavage until it was brushing against her mouth. When Lisanna released another loud moan as a result of being fucked by Millianna in the ass and the rope in her pussy, the second one slipped into her mouth. Like Millianna's girl-cock, it didn't taste or feel anything at all like Lisanna thought it would. It had no taste at all and it actually felt soft, totally non-abrasive.

Lisanna came almost immediately. She tried to shout and move, but the shout ended up becoming a muffled grunt and... well, they were using bondage.

"That's it, kitty... cum as many times as you want..." Millianna crowed. She bucked her hips like lightning, pounding her lover like there was no tomorrow. "You're mine. Be a good little catgirl and I'll give you more of your mistress's dick milk..."

"N-Nya!" Lisanna somehow forced out around the rope that was deep-throating her.

"Good girl!"

They fucked like rabbits, filling up the room with the steamy scent of jizz and girl-cum. The girls' loud moans could be heard through the walls of their room, though luckily no other guests were staying in adjacent rooms. Lisanna was sure her ass was gonna break; as her pleasure heightened, her ass clenched around Millianna's cock tighter and tighter. This made Millianna's own pleasure shoot up, which in turn caused her to fuck Lisanna harder, leading to more pleasure for the latter and therefore the young girl's ass tightened _more_. It was a never-ending cycle of lewd feelings.

"Mm, mm, mmmm!" Lisanna moaned through the rope.

Millianna groaned. "Uhn! Yeah, kitty! I'm close, too. Let's cum together!"

"Mm... Ng... Nya..."

"Ah! Ass is so tight! Gah!"

After what seemed like an eternity, the lovers finally climaxed. If they thought their previous orgasms had been good, this was mind-blowing. Lisanna came so hard she literally blacked out for a minute. Millianna's "manhood" erupted like a volcano, pouring yet more dick milk into her lover - - though this time it filled up the girl's tight ass. The ropes slipped out of Lisanna's mouth and pussy, allowing her to pant her pleasure. Her milk spilled all over the bedsheets, staining them and probably giving the inn's maids something to gossip about tomorrow.

When they had finished, the ropes dissipated, dissolving into thin air. Lisanna collapsed to their bed in a hot mess. She reverted back to normal human form. Millianna landed on top of her, the brunette's rather large breasts cushioning the fall somewhat. She had pulled her dick out of Lisanna, but it now lay across the younger woman's butt crack, like a homemade cock-holder.

Millianna herself had lost the ability to think properly from the intense orgasm. After several minutes, though, she regained it, and she was about to compliment Lisanna on being able to keep up with so much sex... But then the Binding Magic user heard peaceful snores.

"Lisanna?" she said.

The girl didn't even twitch in response.

"Lisanna?"

Still nothing. Cute, catlike wheezes were the only sign Lisanna was still conscious at all.

"Jeez, you're too damn cute even asleep!" Millianna said, grinning. She ruffled the girl's hair between her ears, like she was still a catgirl. "Alright, kitty, goodnight. I guess I'll call it a night too, then. And you're as good a pillow as any..."

Millianna made herself comfortable on Lisanna's back. There she nodded off, perfectly content with her lot in life.

And thus began a wonderful relationship of two lesbian lovers - - a relationship that would be filled with kinky, steamy sex, and seemingly eternal nights. (Elfman and Mirajane never _were_ able to prove just why their younger sister became so sleepy all the time after that historic night.)

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**Finished this in one solid night! Despite the rather misleading ending, this fanfic is officially complete.  
**

**I hope you enjoyed this newest chapter of _Catnip_. Sorry I haven't been active as of late - - shit happened and I ended up not getting much time to pay attention to any of my stories. However, summer's just around the corner, and I will be making more of an effort to get crap done. So! If you liked this three-shot, feel free to follow or favorite or whatever. I don't mind at all. In fact, I'd really appreciate your doing so. What's also highly appreciated are reviews. Now that this story is over, I'd like to hear what your favorite part was! **

**Happy reading!**

**-Lemony Yuri Snicket**


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